0001213900-21-044097 | S-4/A | XBRL Viewer | Amplitude Healthcare Acquisition Corp

Balance (in Shares) at Dec. 31, 2019

(596,380)

Balance at Dec. 31, 2019

$ 142

$ 288

5,595,951

(596,380)

5,000,001

1,415,773

2,875,000

Change in value of Class A common stock subject to possible redemption

$ (15)

(1,428,835)

(1,428,850)

Change in value of Class A common stock subject to possible redemption (in Shares)

(142,885)

Forfeiture of Class B common stock by Sponsor

$ (38)

Forfeiture of Class B common stock by Sponsor (in Shares)

(375,000)

Balance (in Shares) at Mar. 31, 2020

1,428,859

Balance at Mar. 31, 2020

$ 127

$ 250

4,167,154

832,479

5,000,010

1,272,888

2,500,000

Balance at Dec. 31, 2019

$ 142

$ 288

5,595,951

(596,380)

5,000,001

Balance (in Shares) at Dec. 31, 2019

1,415,773

2,875,000

Change in value of Class A common stock subject to possible redemption

$ 64

6,480,646

6,480,710

Change in value of Class A common stock subject to possible redemption (in Shares)

648,071

Forfeiture of Class B common stock by Sponsor

$ (38)

Forfeiture of Class B common stock by Sponsor (in Shares)

(375,000)

Balance (in Shares) at Dec. 31, 2020

(6,480,701)

Balance at Dec. 31, 2020

$ 206

$ 250

12,076,635

(7,077,081)

5,000,010

2,063,844

2,500,000

Balance at Mar. 31, 2020

$ 127

$ 250

4,167,154

832,479

5,000,010

Balance (in Shares) at Mar. 31, 2020

1,272,888

2,500,000

Change in value of Class A common stock subject to possible redemption

$ 35

3,432,015

3,432,050

Change in value of Class A common stock subject to possible redemption (in Shares)

343,205

Balance (in Shares) at Jun. 30, 2020

(3,432,059)

Balance at Jun. 30, 2020

$ 162

$ 250

7,599,169

(2,599,580)

5,000,001

1,616,093

2,500,000

Balance at Dec. 31, 2020

$ 206

$ 250

12,076,635

(7,077,081)

5,000,010

Balance (in Shares) at Dec. 31, 2020

2,063,844

2,500,000

Change in value of Class A common stock subject to possible redemption

$ (56)

(5,498,024)

(5,498,080)

Change in value of Class A common stock subject to possible redemption (in Shares)

(549,808)

Balance (in Shares) at Mar. 31, 2021

5,498,071

Balance at Mar. 31, 2021

$ 150

$ 250

6,578,611

(1,579,010)

5,000,001

1,514,036

2,500,000

Change in value of Class A common stock subject to possible redemption

$ 37

3,569,503

3,569,540

Change in value of Class A common stock subject to possible redemption (in Shares)

356,954

Balance (in Shares) at Jun. 30, 2021

(3,569,534)

Balance at Jun. 30, 2021

$ 187

$ 250

$ 10,148,114

$ (5,148,544)

$ 5,000,007

1,870,990

2,500,000

[1]	Included 375,000 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in party by the underwriters.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals)	5 Months Ended
	Dec. 31, 2019 shares
Statement of Stockholders' Equity [Abstract]
Sale of Units, net of underwriting discount and offering costs	10,000,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	5 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Cash Flows from Operating Activities:
Net income (loss)	$ (596,380)	$ 1,928,537	$ (2,003,200)	$ (6,480,701)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(154,572)	(4,971)	(369,655)	(383,150)
Change in fair value of warrant liabilities	360,000	(2,700,000)	1,760,000	5,890,000
Transaction costs allocated to warrant liability	238,423
Changes in operating assets and liabilities:
Prepaid income taxes		(5,071)		(4,549)
Prepaid expenses and other current assets	(326,308)	43,402	59,226	179,329
Accounts payable and accrued expenses	95,139	59,477	90,281	174,312
Income taxes payable	16,225		56,628	(16,225)
Net cash used in operating activities	(367,473)	(678,626)	(406,720)	(640,984)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(100,000,000)
Cash withdrawn from Trust Account to pay for taxes and franchise fees		218,242	108,214	198,343
Net cash provided by investing activities	(100,000,000)	218,242	108,214	198,343
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid	98,000,000
Proceeds from sale of Private Placement Warrants	4,000,000
Repayment of promissory note – related party	(183,876)
Payment of offering costs	(235,896)
Net cash provided by financing activities	101,580,228
Net Change in Cash	1,212,755	(460,384)	(298,506)	(442,641)
Cash – Beginning of period		770,114	1,212,755	1,212,755
Cash – End of period	1,212,755	309,730	914,249	770,114
Supplemental cash flow information:
Cash paid for income taxes		(5,170)		59,225
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	86,198,400
Change in value of Class A common stock subject to possible redemption	(356,130)	$ 1,928,540	$ 243,200	(6,480,710)
Deferred underwriting fee payable	3,500,000
Payment of offering costs through promissory note – related party	183,876
Deferred offering costs paid directly by stockholder in exchange for issuance of Class B common stock	$ 25,000

Description of Organization and Business Operations

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Amplitude Healthcare Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on August 13, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has one subsidiary, Ample Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”).

Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the healthcare industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 19, 2019. On November 22, 2019, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $100,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Amplitude Healthcare Holdings LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $4,000,000, which is described in Note 4.

Transaction costs amounted to $5,944,772, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees and $444,772 of other offering costs.

Following the closing of the Initial Public Offering on November 22, 2019, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrant was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 10% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our Certificate of Incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November 22, 2021 or (2) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination by November 22, 2021 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 22, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to consummate a business combination by this date but there is no guarantee it will be able to do so. If the Business Combination is not consummated the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers,

directors, or third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 22, 2021.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Amplitude Healthcare Acquisition Corporation (the “Company”) was incorporated in Delaware on August 13, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Transaction costs amounted to $5,944,772, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees and $444,772 of other offering costs.

Following the closing of the Initial Public Offering on November 22, 2019, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrant was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November 22, 2021 or (2) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination by November 22, 2021 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until November 22, 2021 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the

requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders or any of their respective affiliates acquire Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 22, 2021 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Company intends to consummate a business combination by this date but there is no guarantee it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 22, 2021.

Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 4) and Private Placement Warrants (collectively, with the Public Warrants, the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event

of a tender offer or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of stock, all holders of the Warrants would be entitled to receive cash for their Warrants (the “tender offer provision”).

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement (the “Warrant Agreement”).

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the tender offer provision fails the “classified in stockholders’ equity” criteria as contemplated by ASC Section 815-40-25.

As a result of the above, the Company should have classified the Warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the Warrants at the end of each reporting period as well as re-evaluate the treatment of the warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported investments held in trust, operating expenses, cash flows or cash.

	As Previously Reported			Restatement			As Restated
Balance sheet as of November 22, 2019 (audited)
Warrant Liabilities	$	—		$	6,880,000		$	6,880,000
Class A Common Stock Subject to Possible Redemption		93,078,400			(6,880,000	)		86,198,400
Class A Common Stock		69			69			138
Additional Paid-in Capital		5,001,471			238,354			5,239,825
Accumulated Deficit		(1,823	)		(238,423	)		(240,246	)
Total Stockholders’ Equity		5,000,005			—			5,000,005

Numbers of Class A common stock subject to redemption		9,307,840			(688,000	)		8,619,840

	As Previously Reported			Restatement			As Restated
Balance sheet as of December 31, 2019 (audited)
Warrant Liabilities	$	—		$	7,240,000		$	7,240,000
Class A Common Stock Subject to Possible Redemption		93,082,270			(7,240,000	)		85,842,270
Class A Common Stock		69			72			141
Additional Paid-in Capital		4,997,601			598,351			5,595,952
(Accumulated Deficit) Retained Earnings		2,043			(598,423	)		(596,380	)
Total Stockholders’ Equity		5,000,001			—			5,000,001

Numbers of Class A common stock subject to redemption		9,308,227			(724,000	)		8,584,227

Balance sheet as of March 31, 2020 (unaudited)
Warrant Liabilities	$	—		$	5,850,000		$	5,850,000
Class A Common Stock Subject to Possible Redemption		93,121,120			(5,850,000	)		87,271,120
Class A Common Stock		69			59			128
Additional Paid-in Capital		4,958,789			(791,636	)		4,167,154
Retained Earnings		40,902			791,577			832,479
Total Stockholders’ Equity		5,000,010			—			5,000,010

Numbers of Class A common stock subject to redemption		9,312,112			(585,000	)		8,727,112

Balance sheet as of June 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	9,000,000		$	9,000,000
Class A Common Stock Subject to Possible Redemption		92,839,070			(9,000,000	)		83,839,070
Class A Common Stock		72			90			162
Additional Paid-in Capital		5,240,836			2,358,333			7,599,169
Accumulated Deficit		(241,157	)		(2,358,423	)		(2,599,580	)
Total Stockholders’ Equity		5,000,001			—			5,000,001

Numbers of Class A common stock subject to redemption		9,283,907			(900,000	)		8,383,907

Balance sheet as of September 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	10,660,000		$	10,660,000
Class A Common Stock Subject to Possible Redemption		92,637,870			(10,660,000	)		81,977,870
Class A Common Stock		74			107			181
Additional Paid-in Capital		5,442,034			4,018,316			9,460,350
Accumulated Deficit		(442,348	)		(4,018,423	)		(4,460,771	)
Total Stockholders’ Equity		5,000,010			—			5,000,010

Numbers of Class A common stock subject to redemption		9,263,787			(1,066,000	)		8,197,787

Balance sheet as of December 31, 2020 (audited)
Warrant Liabilities	$	—		$	13,130,000		$	13,130,000
Class A Common Stock Subject to Possible Redemption		92,491,560			(13,130,000	)		79,361,560
Class A Common Stock		75			131			206
Additional Paid-in Capital		5,588,343			6,488,292			12,076,635
Accumulated Deficit		(588,658	)		(6,488,423	)		(7,077,081	)
Total Stockholders’ Equity		5,000,010			—			5,000,010

Numbers of Class A common stock subject to redemption		9,249,156			(1,313,000	)		7,936,156

	As Previously Reported			Restatement			As Restated
Statement of Operations for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Change in fair value of warrant liability	$	—		$	(360,000	)	$	(360,000	)
Transaction costs allocated to warrant liability		—			(238,423	)		(238,423	)
Net income (loss)		2,043			(598,423	)		(596,380	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.01			—			0.01
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.02	)		(0.24	)		(0.26	)

Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	1,390,000		$	1,390,000
Net income		38,859			1,390,000			1,428,859
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.02			0.00			0.02
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.07	)		0.56			0.49

Statement of Operations for the Three Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(3,150,000	)	$	(3,150,000	)
Net loss		(282,059	)		(3,150,000	)		(3,432,059	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.00			—			0.00
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.11	)		(1.26	)		(1.37	)

Statement of Operations for the Six Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(1,760,000	)	$	(1,760,000	)
Net loss		(243,200	)		(1,760,000	)		(2,003,200	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.02			—			0.02
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.18	)		(1.26	)		(1.44	)

	As Previously Reported			Restatement			As Restated
Statement of Operations for the Three Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(1,660,000	)	$	(1,660,000	)
Net loss		(201,191	)		(1,660,000	)		(1,861,191	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.00			—			0.00
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.08	)		(0.66	)		(0.74	)

Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(3,420,000	)	$	(3,420,000	)
Net loss		(444,391	)		(3,420,000	)		(3,864,391	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.02			—			0.02
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.25	)		(0.66	)		(0.91	)

Statement of Operations for the Year Ended December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(5,890,000	)	$	(5,890,000	)
Net loss		(590,701	)		(5,890,000	)		(6,480,701	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.01			—			0.01
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.29	)		(2.36	)		(2.65	)

Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Change in fair value of warrant liability	$	—		$	360,000		$	360,000
Transaction costs allocated to warrant liability		—			238,423			238,423
Net income (loss)		2,043			(598,423	)		(596,380	)
Initial classification of Class A common stock subject to possible redemption		93,078,400			(6,880,000	)		86,198,400
Change in value of Class A common stock subject to possible redemption		3,870			(360,000	)		(356,130	)

	As Previously Reported			Restatement			As Restated
Statement of Cash Flows for the Three Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(1,390,000	)	$	(1,390,000	)
Net income		38,859			1,390,000			1,428,859
Change in value of Class A common stock subject to possible redemption		38,850			1,390,000			1,428,850

Statement of Cash Flows for the Six Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	1,760,000		$	1,760,000
Net loss		(243,200	)		(1,760,000	)		(2,003,200	)
Change in value of Class A common stock subject to possible redemption		(243,200	)		(1,760,000	)		(2,003,200	)

Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(3,420,000	)	$	(3,420,000	)
Net loss		(444,391	)		(3,420,000	)		(3,864,391	)
Change in value of Class A common stock subject to possible redemption		(444,400	)		(3,420,000	)		(3,864,400	)

Statement of Cash Flows for the Year Ended December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(5,890,000	)	$	(5,890,000	)
Net loss		(590,701	)		(5,890,000	)		(6,480,701	)
Change in value of Class A common stock subject to possible redemption		(590,710	)		(5,890,000	)		(6,480,710	)

Summary of Significant Accounting Policies

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 24 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has

elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary where the Company has the ability to exercise control. All significant intercompany balances and transactions have been eliminated in consolidation. Activities in relation to the noncontrolling interest are not considered to be significant and are therefore not presented in the accompanying financial statements.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020.

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities

from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using the public trading prices of the Public Warrants.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, the 8,129,010 and 7,936,156 shares of common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets.

Offering Costs

Offering costs consisted of legal, accounting, underwriting fees and other costs and expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the condensed consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to stockholders’ equity upon the completion of the Initial Public Offering.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. As of June 30, 2021 and December 31, 2020, the Company had a deferred tax asset of approximately $329,000 and $167,000, respectively, which had a full valuation allowance recorded against it, of approximately $329,000 and $167,000, respectively.

The Company’s currently taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three and six months ended June 30, 2021 and 2020, the Company recorded no income tax expense. The Company’s effective tax rate for the three and six months ended June 30, 2021 differs from the expected income tax rate due primarily to permanent differences related to the change in the fair value of the warrant liability.

The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.

Net income (Loss) per Common Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,000,000 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operations include a presentation of income (loss) per share for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A redeemable common stock outstanding for the reporting period. Net loss per share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the reporting period. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,498		$	44,307		$	4,971		$	369,655
Less: Income and Franchise Tax available to be withdrawn from the Trust Account		(2,498	)		(44,307	)		(4,971	)		(369,655	)
Redeemable Net Earnings	$	—		$	—		$	—		$	—

Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		10,000,000			10,000,000			10,000,000			10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00		$	0.00		$	0.00		$	0.02

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net (Loss) Income	$	(3,569,534	)	$	(3,432,059	)	$	1,928,537		$	(2,003,200	)
Less: Redeemable Net Earnings		—			—			—			—
Non-Redeemable Net (Loss) Income	$	(3,569,534	)	$	(3,432,059	)	$	1,928,537		$	(2,003,200	)

Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		2,500,000			2,500,000			2,500,000			2,500,000
Earnings (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock	$	(1.43	)	$	(1.37	)	$	0.77		$	(0.80	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. At June 30, 2021 and December 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature other than the warrant liabilities (see Note 8).

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, the 9,249,156 and 9,308,227, respectively, shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounted to $5,944,772, of which $5,706,349 were charged to stockholders’ equity upon the completion of the Initial Public Offering and $238,423 were expensed to the statement of operations.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of Public Warrants as of November 19, 2019 and December 31, 2019 is estimated using Monte Carlo simulations at each measurement date and subsequently the Warrants were valued using the public trading prices of the Public Warrants.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 9,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The Company’s statements of operations includes a presentation of income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of income per share. Net income per common share, basic and diluted, for Class A redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share, basic and diluted, for Class B non-redeemable common stock is calculated by dividing the net income (loss), less income attributable to Class A

redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the periods. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Year Ended December 31, 2020			For the Period from August 13, 2019 (Inception) Through December 31, 2019
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	383,150		$	154,572
Income and Franchise Tax		(238,501	)		(93,535	)
Net Earnings	$	144,649		$	61,037
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		10,000,000			10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.01		$	0.01

Non-Redeemable Class B Common Stock
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	$	(6,480,701	)	$	596.380
Redeemable Net Earnings		(144,649	)		(61,037	)
Non-Redeemable Net Loss	$	(6,625,350	)	$	(535,343	)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		2,500,000			2,500,000
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(2.65	)	$	(0.26	)

Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair Value Measurements

value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

NOTE 4. INITIAL PUBLIC OFFERING

Private Placement

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $4,000,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

NOTE 5. PRIVATE PLACEMENT

Related Party Transactions

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In August 2019, the Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate consideration of $25,000. The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7.

The Founder Shares included an aggregate of up 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering). On January 6, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 375,000 shares. Accordingly, as of June 30, 2021 and December 31, 2020, there are 2,500,000 Founder Shares issued and outstanding.

The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) 180 days after the completion of a Business Combination or (B) subsequent to a Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital

Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, no Working Capital Loans were outstanding.

Related Party Consulting Agreement

On March 30, 2020, the Company entered into a consulting agreement with a relative of one of the members of the Company’s board of directors. The consultant will provide the Company due diligence services related to potential acquisitions and, in return, receive a fee of $600 per hour for services rendered. For the three and six months ended June 30, 2021 and 2020, $0 and $7,050, respectively, were incurred and paid under the agreement. There were no such fees for the three and six months ended June 30, 2021.

Related Party Arrangement

The Company has an arrangement with an entity, which is 45% owned by the Company’s Chief Executive Officer, whereby it currently pays an aggregate of $3,697 per month for office space. No written agreement currently exists, as such, the payments are on a month to month basis. For the three and six months ended June 30, 2021 and 2020, the Company incurred and paid $11,091 and $22,182 in fees for these services, respectively.

Sponsor Support Agreement

Concurrently with the execution of a business combination agreement (the “Business Combination Agreement”) by and among the Company, Ample Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”), the Sponsor entered into a support agreement with the Company and Jasper, as described in Note 6.

NOTE 6. RELATED PARTY TRANSACTIONS

Founder Shares

The Founder Shares included an aggregate of up 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders did not purchase any Public Shares in the Initial Public Offering). On January 6, 2020, the underwriters’ election to exercise their over-allotment option expired unexercised, resulting in the forfeiture of 375,000 shares. Accordingly, as of December 31, 2020, there are 2,500,000 Founder Shares issued and outstanding.

Promissory Note — Related Party

On August 23, 2019, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2020 or the completion of the Initial Public Offering. The borrowings outstanding under the Promissory Note of $183,876 were repaid upon the consummation of the Initial Public Offering on November 22, 2019.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2020 and 2019, no Working Capital Loans were outstanding.

Related Party Consulting Agreement

On March 30, 2020, the Company entered into a consulting agreement with a relative of one of the members of the Company’s Board of Directors. The consultant will provide the Company due diligence services related to potential acquisitions and, in return, receive a fee of $600 per hour for services rendered. For the year ended December 31, 2020, $7,050 were incurred and paid under the agreement.

Related Party Arrangement

The Company has an arrangement with an entity, which is 45% owned by the Company’s Chief Executive Officer, whereby it currently pays an aggregate of $3,697 per month for office space. No written agreement currently exists, as such, the payments are on a month to month basis. For the year ended December 31, 2020, the Company incurred and paid $44,364 of such fees. For the period ended December 31, 2019, there were no such fees.

Commitments and Contingencies

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on November 19, 2019, holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate. One of the underwriters is entitled to a portion of a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate. Another portion of such amount will be paid to a third party that did not participate in the Initial Public Offering (but who is a member of FINRA) that is assisting the Company in consummating a Business Combination. The deferred fee will become payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement and subsequent related agreements.

Business Combination Agreement

On May 5, 2021, the Company entered into the Business Combination Agreement. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Jasper, with Jasper surviving as a wholly-owned subsidiary of the Company (the “Merger”). In connection with the closing of the transactions contemplated by the Business Combination Agreement (the “Proposed Business Combination”), the Company has commitments for PIPE financing of $100.0 million which will be received in exchange for 10,000,000 Class A common shares of the Company. . The consummation of the PIPE Financing is contingent upon, among other things, the closing of the Proposed Business Combination. The Business Combination Agreement and the Proposed Business Combination were approved by each of the board of directors of the Company and Jasper. Under the Business Combination Agreement, the obligations of each of Jasper and the Company to consummate the Proposed Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of Jasper’s stockholders and the Company’s stockholders.

The Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) the outstanding common and preferred stock of Jasper will be automatically canceled, extinguished and converted into a number of shares of the Company’s voting common stock, par value $0.0001 per share (the “Company New Voting Shares”) and, in certain circumstances, shares of the Company’s non-voting common stock, par value $0.0001 per share (the “Company New Non-Voting Shares” and together with the Company New Voting Shares, the “Company Shares”), based on an equity value of Jasper equal to $275.0 million (the “Jasper Equity Value”); (ii) each outstanding vested and unvested option to purchase shares of Jasper common stock will be canceled in exchange for a comparable option to purchase Company New Voting Shares, based on the Jasper Equity Value; and (iii) each unvested award of restricted shares of Jasper common stock will be converted into a comparable right to receive restricted Company Shares, based on the Jasper Equity Value, in each of the foregoing cases, as described in the Business Combination Agreement. Upon closing of the Proposed Business Combination, the Company will change its name to “Jasper Therapeutics, Inc.” (“New Jasper”).

The Business Combination is expected to close in the third quarter of 2021, following the receipt of the required approval of the Company’s stockholders and the fulfillment of other customary closing conditions.

Representations and Warranties; Covenants

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Jasper, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and the closing of the Proposed Business Combination. The representations, warranties, agreements and covenants of the parties set forth in the Business Combination Agreement will terminate

at the closing of the Proposed Business Combination, except for those covenants and agreements that, by their terms, contemplate performance after the closing of the Proposed Business Combination. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary to consummate the Proposed Business Combination.

Conditions to Closing

Under the Business Combination Agreement, the obligations of each of Jasper and the Company to consummate the Proposed Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others: (i) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Proposed Business Combination having been expired or been terminated; (ii) no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Business Combination Agreement being in effect; (iii) the registration statement/proxy statement to be filed by the Company relating to the Business Combination Agreement and the Proposed Business Combination becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to the registration statement/proxy statement to be filed by the Company relating to the Business Combination Agreement and the Proposed Business Combination, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending; (iv) the Company’s initial listing application with Nasdaq in connection with the Proposed Business Combination having been approved (subject to notice of issuance) and, immediately following the Effective Time, the Company having satisfied any applicable initial and continuing listing requirements of Nasdaq, and the Company having not received any notice of non-compliance therewith that has not been cured, and Company New Voting Shares having been approved for listing on Nasdaq; (v) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of Jasper’s stockholders (the “Required Jasper Stockholder Vote”) and the Company’s stockholders (the “Required Company Stockholder Vote”); and (vi) after giving effect to the transactions contemplated by the Business Combination Agreement, the Company having net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) upon consummation of the Proposed Business Combination.

The obligation of the Company to consummate the Proposed Business Combination is also subject to the satisfaction or waiver of certain other closing conditions, including, among others: (i) certain employees of Jasper having executed and delivered employment agreements to the Company; and (ii) the absence of a Jasper Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Proposed Business Combination that is continuing. The obligation of Jasper to consummate the Proposed Business Combination is also subject to the satisfaction or waiver of certain other closing conditions, including, among others, a minimum cash condition under which, as of the Effective Time and after distribution of the Trust Account pursuant to the Business Combination Agreement, the sum of (i) the aggregate cash proceeds available for release to the Company and Merger Sub from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after giving effect to any Company stockholder redemptions) and (ii) the aggregate cash proceeds actually received by the Company and Merger Sub in respect of the PIPE Financing (as defined below), being in the aggregate at least $130.0 million.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing of the Proposed Business Combination, including, but not limited to, (i) by the mutual written consent of the Company and Jasper; (ii) by the Company, subject to certain exceptions, if any of the representations or warranties made by Jasper are not true and correct or if Jasper fails to perform any of its respective covenants or agreements under the Business Combination Agreement (including an obligation to

consummate the closing of the Proposed Business Combination) such that certain conditions to the obligations of the Company could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) November 30, 2021 (the “Termination Date”); (iii) by Jasper, subject to certain exceptions, if any of the representations or warranties made by the Company or Merger Sub are not true and correct or if the Company or Merger Sub fail to perform any of their covenants or agreements under the Business Combination Agreement (including an obligation to consummate the closing of the Proposed Business Combination) such that the conditions to the obligations of Jasper could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (A) thirty (30) days after written notice thereof, and (B) the Termination Date; (iv) by either the Company or Jasper, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement; (v) by either the Company or Jasper, if (A) any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable; or (B) if the Required Company Stockholder Vote is not obtained; and (vi) by the Company, if Jasper does not deliver, or cause to be delivered to the Company, the Jasper stockholder written consent or the Jasper Stockholder Support Agreements (as defined below) when required under the Business Combination Agreement.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Business Combination Agreement).

Other Agreements

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the closing of the Proposed Business Combination, including, among others, the following:

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a support agreement with the Company and Jasper (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger); (ii) vote against any Company Acquisition Proposal (as defined in the Business Combination Agreement) and certain other matters as set forth in the Sponsor Support Agreement; (iii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise); (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Proposed Business Combination; (v) place into escrow certain of its shares in the Company (the “Sponsor Earnout Shares”), to be released as follows (A) fifty percent (50%) of the Sponsor Earnout Shares, if, during the period from and after the closing of the Proposed Business Combination until the third anniversary of the closing of the Proposed Business Combination (the “Earnout Period”) within any thirty (30) day consecutive Trading Day Period (as defined in the Sponsor Support Agreement) the VWAP (as defined in the Sponsor Support Agreement) of Company Shares is greater than or equal to $15.00 and (B) fifty percent (50%) of the Sponsor Earnout Shares, if, during the Earnout Period, over any

twenty (20) Trading Days within any thirty (30) consecutive Trading Day period, the VWAP of the Company Shares is greater than or equal to $18.00; and (vi) forfeit all private placement warrants owned by the Sponsor immediately prior to the closing of the Proposed Business Combination, in each case subject to the terms and conditions of the Sponsor Support Agreement. The Sponsor Support Agreement will terminate automatically upon the earlier of (a) a written agreement to terminate the Sponsor Support Agreement executed by the Sponsor, the Company and Jasper, (b) by written notice by either party to the other party after the date that is thirty (30) days after the Termination Date if the closing of the Proposed Business Combination has not occurred by that date, and (c) the termination of the Proposed Business Combination in accordance with its terms prior to the Effective Time. Unless the Sponsor Support Agreement is terminated in accordance with the foregoing, the Sponsor agrees not to effect a redemption of all or a portion of the Company’s Class A common stock, as set forth in the Company’s governing documents.

PIPE Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements (the “Subscription Agreements”) with each of the PIPE Investors (as defined in the Business Combination Agreement), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 10,000,000 Class A common shares of the Company at a price of $10.00 per share, for aggregate gross proceeds of $100.0 million (the “PIPE Financing”). The Class A common shares issued pursuant to the Subscription Agreements will not be registered under the Securities Act when issued. Such shares to be issued pursuant to the Subscription Agreements will be issued in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Company has granted the PIPE Investors certain registration rights in connection with the PIPE Financing. The consummation of the PIPE Financing is contingent upon, among other things, the closing of the Proposed Business Combination.

Jasper Stockholder Support Agreements

On May 5, 2021, certain stockholders of Jasper (collectively, the “Jasper Supporting Stockholders”) duly executed and delivered to the Company transaction support agreements (collectively, the “Jasper Stockholder Support Agreements”), pursuant to which each Jasper Supporting Stockholder agreed to, among other things, support and vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Proposed Business Combination), not to transfer his, her or its shares of Jasper common stock or preferred stock prior to the closing of the Proposed Business Combination, and to execute the Registration Rights Agreement (as defined below) prior to the closing of the Proposed Business Combination. The Jasper Stockholder Support Agreements terminate at the earlier of the Effective Time and the date the Business Combination Agreement is terminated in accordance with its terms. In addition, the Jasper Stockholder Support Agreement for one stockholder also terminates upon the earlier of (i) the Effective Time, (ii) the Termination Date set forth in the Business Combination Agreement, (iii) the date the Business Combination Agreement is terminated in accordance with its terms, (iv) the occurrence of certain liquidation events of the Company, (v) the time of a modification, amendment or waiver of the Business Combination Agreement without such stockholder’s consent which decreases the form or proportion of the consideration to be paid to such stockholder, (vi) modification of the conditions to the consummation of the transaction which adversely affects in any material respect the stockholder or (vii) modification of the Termination Date set forth in the Business Combination Agreement.

Amended and Restated Registration Rights Agreement

The Business Combination Agreement contemplates that, at or prior to the closing of the Proposed Business Combination, the Company, the Sponsor and certain Jasper stockholders will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Sponsor and such Jasper stockholders (i) will agree not to, subject to certain exceptions set forth therein, effect any

sale or distribution of New Jasper equity securities held by them during the 180-day lock-up period described therein and (ii) will be granted certain registration rights with respect to their respective shares of common stock of New Jasper, in each case, subject to the terms and conditions set forth in the Registration Rights Agreement. The lock-up period described above will not apply to any shares acquired in the PIPE Financing.

NOTE 7. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Underwriting Agreement

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,500,000 in the aggregate. A portion of such amount may be paid to third parties not participating in Initial Public Offering (but who are members of FINRA) that assist the Company in consummating a Business Combination. The election to make such payments to third parties will be solely at the discretion of the Company’s management team, and such third parties will be selected by the management team in their sole and absolute discretion; provided, that no single third party (together with its affiliates) may be paid an amount in excess of the portion of the aggregate deferred underwriting commission paid to the underwriters unless the parties otherwise agree. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Equity

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 1,870,990 and 2,063,844 shares of Class A common stock issued or outstanding, excluding 8,129,010 and 7,936,156 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 2,500,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the closing of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020 and 2019, there were no shares of preferred stock issued or outstanding.

At December 31, 2020 and 2019, there were 2,063,844 and 1,415,773 shares of Class A common stock issued or outstanding, excluding 7,936,156 and 8,584,227 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 2,500,000 and 2,875,000 shares of Class B common stock issued and outstanding, respectively.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Warrant Liabilities

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Warrant Liability [Abstract]

WARRANT LIABILIES

NOTE 8. WARRANT LIABILITIES

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

• if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price, except as discussed below. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. WARRANT LIABILITY

on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

Income Tax

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 10. INCOME TAX

The Company’s net deferred tax assets are as follows:

	As of December 31,
	2020			2019
Deferred tax asset
Organizational costs/Startup expenses	$	166,813		$	12,389
Total deferred tax asset		166,813			12,389
Valuation allowance		(166,813	)		(12,389	)
Deferred tax asset, net of allowance	$	—		$	—

The income tax provision consists of the following:

	As of December 31,
	2020			2019
Federal
Current	$	38,451		$	16,225
Deferred		(154,424	)		(12,389	)

State
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		154,424			12,389
Income tax provision	$	38,451		$	16,225

As of December 31, 2020 and 2019, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020 and the period ended December 31, 2019, the change in the valuation allowance was $154,424 and $12,389, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

	As of December 31,
	2020		2019
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in fair value of warrant liability	(19.2	)%	(13.0	)%
Transaction costs allocated to warrant liability	0.0	%	(8.6	)%
Change in valuation allowance	(2.4	)%	(2.1	)%
Income tax provision	(0.6	)%	(2.7	)%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Fair Value Measurements

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At June 30, 2021 and December 31, 2020, assets held in the Trust Account were comprised of $100,126,108 and $100,339,379, respectively, in money market funds, which are invested in U.S. Treasury Securities. During the six months ended June 30, 2021 and 2020, the Company withdrew $218,242 and $108,214, respectively, of interest earned on the Trust Account to pay for its franchise and income tax obligations.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	June 30, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	100,126,108	$	100,339,379

Liabilities:
Warrant liability – Public Warrants	1		5,750,000		7,250,000
Warrant liability – Private Placement Warrants	3		4,680,000		5,880,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value as of each relevant date.

The following table presents the quantitative information regarding Level 3 fair value measurements:

	June 30, 2021			December 31, 2020
Stock price	$	9.94		$	10.01
Term to initial business combination (in years)		0.25			0.75
Volatilty		17.2	%		20.0	%
Risk-free rate		0.91	%		0.47	%
Dividend yield		0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities for the three and six months ended June 30, 2021 and 2020:

	Private Placement			Public	Level 3 Warrant Liabilities
Fair value as of December 31, 2020	$	5,880,000		—	$	5,880,000
Change in fair value for the three months ended March 31, 2021		(2,560,000	)	—		(2,560,000	)
Fair value as of March 31, 2021		3,320,000		—		3,320,000
Change in fair value for the three months ended June 30, 2021		1,360,000		—		1,360,000
Fair value as of June 30, 2021	$	4,680,000		—	$	4,680,000

The change in fair value for the three and six months ended June 30, 2020 were ($640,000) and $1,400,000, respectively.

NOTE 11. FAIR VALUE MEASUREMENTS

		Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
		Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
		Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2020 and 2019, assets held in the Trust Account were comprised of $100,339,379 and $100,154,572, respectively, in money market funds, which are invested in U.S. Treasury Securities. Through December 31, 2020, the Company withdrew $198,343 of interest earned on the Trust Account to pay for its franchise and income tax obligations, of which such amount was withdrawn during the year ended December 31, 2020.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level	December 31, 2020		Level	December 31, 2019
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	100,339,379	1	$	100,154,572

Liabilities:
Warrant Liability – Public Warrants	1		7,250,000	3		4,000,000
Warrant Liability – Private Placement Warrants	3		5,880,000	3		3,240,000

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

The following table presents the quantitative information regarding Level 3 fair value measurements:

	December 31, 2020		December 31, 2019
Stock price	10.01		$	9.67
Term to initial business combination (in years)	0.75			1.0
Volatility	20.0	%		11.5	%
Risk-free rate	0.47	%		1.76	%
Dividend yield	0.0	%		0.0	%

The following table presents the changes in the fair value of Level 3 warrant liabilities:

	Private Placement		Public			Level 3 Warrant Liabilities
Fair value as of August 13, 2019 (inception)	$	—	$	—		$	—
Initial measurement on November 22, 2019		3,080,000		3,800,000			6,880,000
Change in fair value		160,000		200,000			360,000
Fair value as of December 31, 2019		3,240,000		4,000,000			7,240,000
Change in fair value		2,640,000		(750,000	)		1,890,000
Transfer to Level 1		—		(3,250,000	)		(3,250,000	)
Fair value as of December 31, 2020	$	5,880,000	$	—		$	5,880,000

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement on March 31, 2020 was $3,250,000.

Subsequent Events

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

NOTE 12. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as described in Note 2 and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On May 5, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Ample Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and Jasper Therapeutics, Inc., a Delaware corporation (“Jasper”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set

forth therein, Merger Sub will merge with and into Jasper, with Jasper surviving as a wholly-owned subsidiary of the Company. Concurrently with the execution of the Business Combination Agreement, the Company entered into Subscription Agreements with each of the PIPE Investors (as defined in the Business Combination Agreement), pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the PIPE Investors, an aggregate of 10,000,000 shares of common stock at a price of $10.00 per share, for aggregate gross proceeds of $100.0 million (the “PIPE Financing”). The consummation of the PIPE Financing is contingent upon, among other things, the closing of the transactions contemplated by the Business Combination Agreement (the “Proposed Business Combination”). Under the Business Combination Agreement, the obligations of each of Jasper and the Company to consummate the Proposed Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of Jasper’s stockholders and the Company’s stockholders.

Accounting Policies, by Policy (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Cash and Cash Equivalents

Basis of Presentation

Emerging Growth Company

Use of Estimates

Marketable Securities Held in Trust Account

Class A Common Stock Subject to Possible Redemption

Offering Costs

Warrant Liabilities

Warrant Liability

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,498		$	44,307		$	4,971		$	369,655
Less: Income and Franchise Tax available to be withdrawn from the Trust Account		(2,498	)		(44,307	)		(4,971	)		(369,655	)
Redeemable Net Earnings	$	—		$	—		$	—		$	—

Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		10,000,000			10,000,000			10,000,000			10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00		$	0.00		$	0.00		$	0.02

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net (Loss) Income	$	(3,569,534	)	$	(3,432,059	)	$	1,928,537		$	(2,003,200	)
Less: Redeemable Net Earnings		—			—			—			—
Non-Redeemable Net (Loss) Income	$	(3,569,534	)	$	(3,432,059	)	$	1,928,537		$	(2,003,200	)

Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		2,500,000			2,500,000			2,500,000			2,500,000
Earnings (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock	$	(1.43	)	$	(1.37	)	$	0.77		$	(0.80	)

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts):

	Year Ended December 31, 2020			For the Period from August 13, 2019 (Inception) Through December 31, 2019
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	383,150		$	154,572
Income and Franchise Tax		(238,501	)		(93,535	)
Net Earnings	$	144,649		$	61,037
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		10,000,000			10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.01		$	0.01

Non-Redeemable Class B Common Stock
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	$	(6,480,701	)	$	596.380
Redeemable Net Earnings		(144,649	)		(61,037	)
Non-Redeemable Net Loss	$	(6,625,350	)	$	(535,343	)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		2,500,000			2,500,000
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(2.65	)	$	(0.26	)

Note: As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair Value Measurements

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Fair Value Measurements

• Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Principles of Consolidation

Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Disclosure [Abstract]

Schedule of restatement of previously issued balance sheet

	As Previously Reported			Restatement			As Restated
Balance sheet as of November 22, 2019 (audited)
Warrant Liabilities	$	—		$	6,880,000		$	6,880,000
Class A Common Stock Subject to Possible Redemption		93,078,400			(6,880,000	)		86,198,400
Class A Common Stock		69			69			138
Additional Paid-in Capital		5,001,471			238,354			5,239,825
Accumulated Deficit		(1,823	)		(238,423	)		(240,246	)
Total Stockholders’ Equity		5,000,005			—			5,000,005

Numbers of Class A common stock subject to redemption		9,307,840			(688,000	)		8,619,840

	As Previously Reported			Restatement			As Restated
Balance sheet as of December 31, 2019 (audited)
Warrant Liabilities	$	—		$	7,240,000		$	7,240,000
Class A Common Stock Subject to Possible Redemption		93,082,270			(7,240,000	)		85,842,270
Class A Common Stock		69			72			141
Additional Paid-in Capital		4,997,601			598,351			5,595,952
(Accumulated Deficit) Retained Earnings		2,043			(598,423	)		(596,380	)
Total Stockholders’ Equity		5,000,001			—			5,000,001

Numbers of Class A common stock subject to redemption		9,308,227			(724,000	)		8,584,227

Balance sheet as of March 31, 2020 (unaudited)
Warrant Liabilities	$	—		$	5,850,000		$	5,850,000
Class A Common Stock Subject to Possible Redemption		93,121,120			(5,850,000	)		87,271,120
Class A Common Stock		69			59			128
Additional Paid-in Capital		4,958,789			(791,636	)		4,167,154
Retained Earnings		40,902			791,577			832,479
Total Stockholders’ Equity		5,000,010			—			5,000,010

Numbers of Class A common stock subject to redemption		9,312,112			(585,000	)		8,727,112

Balance sheet as of June 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	9,000,000		$	9,000,000
Class A Common Stock Subject to Possible Redemption		92,839,070			(9,000,000	)		83,839,070
Class A Common Stock		72			90			162
Additional Paid-in Capital		5,240,836			2,358,333			7,599,169
Accumulated Deficit		(241,157	)		(2,358,423	)		(2,599,580	)
Total Stockholders’ Equity		5,000,001			—			5,000,001

Numbers of Class A common stock subject to redemption		9,283,907			(900,000	)		8,383,907

Balance sheet as of September 30, 2020 (unaudited)
Warrant Liabilities	$	—		$	10,660,000		$	10,660,000
Class A Common Stock Subject to Possible Redemption		92,637,870			(10,660,000	)		81,977,870
Class A Common Stock		74			107			181
Additional Paid-in Capital		5,442,034			4,018,316			9,460,350
Accumulated Deficit		(442,348	)		(4,018,423	)		(4,460,771	)
Total Stockholders’ Equity		5,000,010			—			5,000,010

Numbers of Class A common stock subject to redemption		9,263,787			(1,066,000	)		8,197,787

Balance sheet as of December 31, 2020 (audited)
Warrant Liabilities	$	—		$	13,130,000		$	13,130,000
Class A Common Stock Subject to Possible Redemption		92,491,560			(13,130,000	)		79,361,560
Class A Common Stock		75			131			206
Additional Paid-in Capital		5,588,343			6,488,292			12,076,635
Accumulated Deficit		(588,658	)		(6,488,423	)		(7,077,081	)
Total Stockholders’ Equity		5,000,010			—			5,000,010

Numbers of Class A common stock subject to redemption		9,249,156			(1,313,000	)		7,936,156

Schedule of restatement of previously issued statement of operations

	As Previously Reported			Restatement			As Restated
Statement of Operations for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Change in fair value of warrant liability	$	—		$	(360,000	)	$	(360,000	)
Transaction costs allocated to warrant liability		—			(238,423	)		(238,423	)
Net income (loss)		2,043			(598,423	)		(596,380	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.01			—			0.01
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.02	)		(0.24	)		(0.26	)

Statement of Operations for the Three Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	1,390,000		$	1,390,000
Net income		38,859			1,390,000			1,428,859
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.02			0.00			0.02
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.07	)		0.56			0.49

Statement of Operations for the Three Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(3,150,000	)	$	(3,150,000	)
Net loss		(282,059	)		(3,150,000	)		(3,432,059	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.00			—			0.00
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.11	)		(1.26	)		(1.37	)

Statement of Operations for the Six Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(1,760,000	)	$	(1,760,000	)
Net loss		(243,200	)		(1,760,000	)		(2,003,200	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.02			—			0.02
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.18	)		(1.26	)		(1.44	)

	As Previously Reported			Restatement			As Restated
Statement of Operations for the Three Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(1,660,000	)	$	(1,660,000	)
Net loss		(201,191	)		(1,660,000	)		(1,861,191	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.00			—			0.00
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.08	)		(0.66	)		(0.74	)

Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(3,420,000	)	$	(3,420,000	)
Net loss		(444,391	)		(3,420,000	)		(3,864,391	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.02			—			0.02
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.25	)		(0.66	)		(0.91	)

Statement of Operations for the Year Ended December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(5,890,000	)	$	(5,890,000	)
Net loss		(590,701	)		(5,890,000	)		(6,480,701	)
Weighted average shares outstanding of Class A redeemable common stock		10,000,000			—			10,000,000
Basic and diluted net loss per share, Class A		0.01			—			0.01
Weighted average shares outstanding of Class B non-redeemable common stock		2,500,000			—			2,500,000
Basic and diluted net loss per share, Class B		(0.29	)		(2.36	)		(2.65	)

Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Change in fair value of warrant liability	$	—		$	360,000		$	360,000
Transaction costs allocated to warrant liability		—			238,423			238,423
Net income (loss)		2,043			(598,423	)		(596,380	)
Initial classification of Class A common stock subject to possible redemption		93,078,400			(6,880,000	)		86,198,400
Change in value of Class A common stock subject to possible redemption		3,870			(360,000	)		(356,130	)

Schedule of restatement of previously issued statement of cash flows

	As Previously Reported			Restatement			As Restated
Statement of Cash Flows for the Three Months Ended March 31, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(1,390,000	)	$	(1,390,000	)
Net income		38,859			1,390,000			1,428,859
Change in value of Class A common stock subject to possible redemption		38,850			1,390,000			1,428,850

Statement of Cash Flows for the Six Months Ended June 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	1,760,000		$	1,760,000
Net loss		(243,200	)		(1,760,000	)		(2,003,200	)
Change in value of Class A common stock subject to possible redemption		(243,200	)		(1,760,000	)		(2,003,200	)

Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited)
Change in fair value of warrant liability	$	—		$	(3,420,000	)	$	(3,420,000	)
Net loss		(444,391	)		(3,420,000	)		(3,864,391	)
Change in value of Class A common stock subject to possible redemption		(444,400	)		(3,420,000	)		(3,864,400	)

Statement of Cash Flows for the Year Ended December 31, 2020 (audited)
Change in fair value of warrant liability	$	—		$	(5,890,000	)	$	(5,890,000	)
Net loss		(590,701	)		(5,890,000	)		(6,480,701	)
Change in value of Class A common stock subject to possible redemption		(590,710	)		(5,890,000	)		(6,480,710	)

Summary of Significant Accounting Policies (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Schedule of basic and diluted net income (loss) per common share

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Class A common stock subject to possible redemption
Numerator: Earnings allocable to Class A common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	2,498		$	44,307		$	4,971		$	369,655
Less: Income and Franchise Tax available to be withdrawn from the Trust Account		(2,498	)		(44,307	)		(4,971	)		(369,655	)
Redeemable Net Earnings	$	—		$	—		$	—		$	—

Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		10,000,000			10,000,000			10,000,000			10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.00		$	0.00		$	0.00		$	0.02

Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net (Loss) Income	$	(3,569,534	)	$	(3,432,059	)	$	1,928,537		$	(2,003,200	)
Less: Redeemable Net Earnings		—			—			—			—
Non-Redeemable Net (Loss) Income	$	(3,569,534	)	$	(3,432,059	)	$	1,928,537		$	(2,003,200	)

Denominator: Weighted Average Non-Redeemable B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		2,500,000			2,500,000			2,500,000			2,500,000
Earnings (Loss)/Basic and Diluted Non-Redeemable Class B Common Stock	$	(1.43	)	$	(1.37	)	$	0.77		$	(0.80	)

	Year Ended December 31, 2020			For the Period from August 13, 2019 (Inception) Through December 31, 2019
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	383,150		$	154,572
Income and Franchise Tax		(238,501	)		(93,535	)
Net Earnings	$	144,649		$	61,037
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		10,000,000			10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.01		$	0.01

Non-Redeemable Class B Common Stock
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	$	(6,480,701	)	$	596.380
Redeemable Net Earnings		(144,649	)		(61,037	)
Non-Redeemable Net Loss	$	(6,625,350	)	$	(535,343	)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		2,500,000			2,500,000
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(2.65	)	$	(0.26	)

Income Tax (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of net deferred tax assets

	As of December 31,
	2020			2019
Deferred tax asset
Organizational costs/Startup expenses	$	166,813		$	12,389
Total deferred tax asset		166,813			12,389
Valuation allowance		(166,813	)		(12,389	)
Deferred tax asset, net of allowance	$	—		$	—

Schedule of income tax provision

	As of December 31,
	2020			2019
Federal
Current	$	38,451		$	16,225
Deferred		(154,424	)		(12,389	)

State
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		154,424			12,389
Income tax provision	$	38,451		$	16,225

Schedule of federal income tax rate

	As of December 31,
	2020		2019
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in fair value of warrant liability	(19.2	)%	(13.0	)%
Transaction costs allocated to warrant liability	0.0	%	(8.6	)%
Change in valuation allowance	(2.4	)%	(2.1	)%
Income tax provision	(0.6	)%	(2.7	)%

Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2021

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of measured at fair value on a recurring basis

Description	Level	June 30, 2021		December 31, 2020
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	100,126,108	$	100,339,379

Liabilities:
Warrant liability – Public Warrants	1		5,750,000		7,250,000
Warrant liability – Private Placement Warrants	3		4,680,000		5,880,000

Description	Level	December 31, 2020		Level	December 31, 2019
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund	1	$	100,339,379	1	$	100,154,572

Liabilities:
Warrant Liability – Public Warrants	1		7,250,000	3		4,000,000
Warrant Liability – Private Placement Warrants	3		5,880,000	3		3,240,000

Schedule of quantitative information regarding Level 3 fair value measurements

	June 30, 2021			December 31, 2020
Stock price	$	9.94		$	10.01
Term to initial business combination (in years)		0.25			0.75
Volatilty		17.2	%		20.0	%
Risk-free rate		0.91	%		0.47	%
Dividend yield		0.0	%		0.0	%

	December 31, 2020		December 31, 2019
Stock price	10.01		$	9.67
Term to initial business combination (in years)	0.75			1.0
Volatility	20.0	%		11.5	%
Risk-free rate	0.47	%		1.76	%
Dividend yield	0.0	%		0.0	%

Schedule of changes in the fair value of Level 3 warrant liabilities

	Private Placement			Public	Level 3 Warrant Liabilities
Fair value as of December 31, 2020	$	5,880,000		—	$	5,880,000
Change in fair value for the three months ended March 31, 2021		(2,560,000	)	—		(2,560,000	)
Fair value as of March 31, 2021		3,320,000		—		3,320,000
Change in fair value for the three months ended June 30, 2021		1,360,000		—		1,360,000
Fair value as of June 30, 2021	$	4,680,000		—	$	4,680,000

	Private Placement		Public			Level 3 Warrant Liabilities
Fair value as of August 13, 2019 (inception)	$	—	$	—		$	—
Initial measurement on November 22, 2019		3,080,000		3,800,000			6,880,000
Change in fair value		160,000		200,000			360,000
Fair value as of December 31, 2019		3,240,000		4,000,000			7,240,000
Change in fair value		2,640,000		(750,000	)		1,890,000
Transfer to Level 1		—		(3,250,000	)		(3,250,000	)
Fair value as of December 31, 2020	$	5,880,000	$	—		$	5,880,000

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended	5 Months Ended	6 Months Ended	12 Months Ended
	Nov. 22, 2019	Dec. 31, 2019	Jun. 30, 2021	Dec. 31, 2020
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds	$ 100,000,000
Sale of warrants ( (in Shares)			10,000,000	10,000,000
Sale price (in Dollars per share)			$ 10.00	$ 10.00
Gross proceeds of warrants		$ 4,000,000
Transaction costs amount				5,944,772
Underwriting fees			$ 2,000,000	2,000,000
Deferred underwriting fees			3,500,000	3,500,000
Other offering costs			$ 444,772	$ 444,772
Aggregate fair market value percentage		1.76%	0.91%	0.47%
Net tangible assets			$ 5,000,001	$ 5,000,001
Dissolution expenses			$ 100,000	$ 100,000
Initial public offering price per unit (in Dollars per share)			$ 10.00
Public share price (in Dollars per share)			$ 10.00	$ 10.00
Transaction costs amount			$ 5,944,772
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, percentage			50.00%	50.00%
Business combination, description			In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description			The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our Certificate of Incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November 22, 2021 or (2) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination by November 22, 2021 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.	The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (1) to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete a Business Combination by November 22, 2021 or (2) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (b) not to propose an amendment to the Certificate of Incorporation (i) that would modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination by November 22, 2021 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of unit (in Shares)	10,000,000
Generating gross proceeds	$ 100,000,000
Net proceeds	$ 100,000,000			$ 100,000,000
Share price per unit (in Dollars per share)	$ 10.00			$ 10.00
Aggregate public share percentage			10.00%	10.00%
Initial public offering price per unit (in Dollars per share)				$ 10.00
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Generating gross proceeds			$ 4,000,000
Sale of warrants ( (in Shares)			4,000,000	4,000,000
Sale price (in Dollars per share)			$ 1.00	$ 1.00
Aggregate fair market value percentage			80.00%	80.00%
Private Placement Warrants [Member] \| Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of warrants ( (in Shares)				4,000,000
Sale price (in Dollars per share)				$ 1.00
Gross proceeds of warrants				$ 4,000,000
Public Stockholders [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per unit (in Dollars per share)			$ 10.00	$ 10.00

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet - USD ($)	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Nov. 22, 2019
Restatement [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet [Line Items]
Warrant Liabilities	$ 13,130,000	$ 10,660,000	$ 9,000,000	$ 5,850,000	$ 7,240,000	$ 6,880,000
Class A Common Stock Subject to Possible Redemption	(13,130,000)	(10,660,000)	(9,000,000)	(5,850,000)	(7,240,000)	(6,880,000)
Class A Common Stock	131	107	90	59	72	69
Additional Paid-in Capital	6,488,292	4,018,316	2,358,333	(791,636)	598,351	238,354
(Accumulated Deficit) Retained Earnings	(6,488,423)	(4,018,423)	(2,358,423)	791,577	(598,423)	(238,423)
Numbers of Class A common stock subject to redemption	(1,313,000)	(1,066,000)	(900,000)	(585,000)	(724,000)	(688,000)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet [Line Items]
Warrant Liabilities	13,130,000	10,660,000	9,000,000	5,850,000	7,240,000	6,880,000
Class A Common Stock Subject to Possible Redemption	79,361,560	81,977,870	83,839,070	87,271,120	85,842,270	86,198,400
Class A Common Stock	206	181	162	128	141	138
Additional Paid-in Capital	12,076,635	9,460,350	7,599,169	4,167,154	5,595,952	5,239,825
(Accumulated Deficit) Retained Earnings	(7,077,081)	(4,460,771)	(2,599,580)	832,479	(596,380)	(240,246)
Total Stockholders’ Equity	5,000,010	5,000,010	5,000,001	5,000,010	5,000,001	5,000,005
Numbers of Class A common stock subject to redemption	7,936,156	8,197,787	8,383,907	8,727,112	8,584,227	8,619,840
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet [Line Items]
Class A Common Stock Subject to Possible Redemption	92,491,560	92,637,870	92,839,070	93,121,120	93,082,270	93,078,400
Class A Common Stock	75	74	72	69	69	69
Additional Paid-in Capital	5,588,343	5,442,034	5,240,836	4,958,789	4,997,601	5,001,471
(Accumulated Deficit) Retained Earnings	(588,658)	(442,348)	(241,157)	40,902	2,043	(1,823)
Total Stockholders’ Equity	5,000,010	5,000,010	5,000,001	5,000,010	5,000,001	5,000,005
Numbers of Class A common stock subject to redemption	$ 9,249,156	$ 9,263,787	$ 9,283,907	$ 9,312,112	$ 9,308,227	$ 9,307,840

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations - USD ($)	3 Months Ended			4 Months Ended	5 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Restatement [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations [Line Items]
Change in fair value of warrant liability		$ (3,150,000)	$ 1,390,000	$ (360,000)	$ 360,000	$ (1,760,000)	$ (3,420,000)	$ (5,890,000)
Transaction costs allocated to warrant liability				(238,423)	238,423
Net income (loss)	$ (1,660,000)	$ (3,150,000)	$ 1,390,000	$ (598,423)	$ (598,423)	$ (1,760,000)	$ (3,420,000)	$ (5,890,000)
Weighted average shares outstanding of Class A redeemable common stock (in Shares)
Basic and diluted net loss per share, Class A (in Dollars per share)			$ 0.00
Weighted average shares outstanding of Class B non-redeemable common stock (in Shares)
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.66)	$ (1.26)	$ 0.56	$ (0.24)		$ (1.26)	$ (0.66)	$ (2.36)
Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption (in Shares)					(6,880,000)
Change in value of Class A common stock subject to possible redemption					$ (360,000)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations [Line Items]
Change in fair value of warrant liability		$ (3,150,000)	$ 1,390,000	$ (360,000)	360,000	$ (1,760,000)	$ (3,420,000)	$ (5,890,000)
Transaction costs allocated to warrant liability				(238,423)	238,423
Net income (loss)	$ (1,861,191)	$ (3,432,059)	$ 1,428,859	$ (596,380)	$ (596,380)	$ (2,003,200)	$ (3,864,391)	$ (6,480,701)
Weighted average shares outstanding of Class A redeemable common stock (in Shares)	10,000,000	10,000,000	10,000,000	10,000,000		10,000,000	10,000,000	10,000,000
Basic and diluted net loss per share, Class A (in Dollars per share)	$ 0.00	$ 0.00	$ 0.02	$ 0.01		$ 0.02	$ 0.02	$ 0.01
Weighted average shares outstanding of Class B non-redeemable common stock (in Shares)	2,500,000	2,500,000	2,500,000	2,500,000		2,500,000	2,500,000	2,500,000
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.74)	$ (1.37)	$ 0.49	$ (0.26)		$ (1.44)	$ (0.91)	$ (2.65)
Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption (in Shares)					86,198,400
Change in value of Class A common stock subject to possible redemption					$ (356,130)
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations [Line Items]
Net income (loss)	$ (201,191)	$ (282,059)	$ 38,859	$ 2,043	$ 2,043	$ (243,200)	$ (444,391)	$ (590,701)
Weighted average shares outstanding of Class A redeemable common stock (in Shares)	10,000,000	10,000,000	10,000,000	10,000,000		10,000,000	10,000,000	10,000,000
Basic and diluted net loss per share, Class A (in Dollars per share)	$ 0.00	$ 0.00	$ 0.02	$ 0.01		$ 0.02	$ 0.02	$ 0.01
Weighted average shares outstanding of Class B non-redeemable common stock (in Shares)	2,500,000	2,500,000	2,500,000	2,500,000		2,500,000	2,500,000	2,500,000
Basic and diluted net loss per share, Class B (in Dollars per share)	$ (0.08)	$ (0.11)	$ (0.07)	$ (0.02)		$ (0.18)	$ (0.25)	$ (0.29)
Statement of Cash Flows for the period from August 19, 2019 (inception) to December 31, 2019 (audited)
Initial classification of Class A common stock subject to possible redemption (in Shares)					93,078,400
Change in value of Class A common stock subject to possible redemption					$ 3,870

Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows - USD ($)	3 Months Ended			4 Months Ended	5 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2019	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020
Restatement [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows [Line Items]
Change in fair value of warrant liability			$ (1,390,000)			$ 1,760,000	$ (3,420,000)	$ (5,890,000)
Net income (loss)	$ (1,660,000)	$ (3,150,000)	1,390,000	$ (598,423)	$ (598,423)	(1,760,000)	(3,420,000)	(5,890,000)
Change in value of Class A common stock subject to possible redemption			1,390,000			(1,760,000)	(3,420,000)	(5,890,000)
As Restated [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows [Line Items]
Change in fair value of warrant liability			(1,390,000)			1,760,000	(3,420,000)	(5,890,000)
Net income (loss)	(1,861,191)	(3,432,059)	1,428,859	(596,380)	(596,380)	(2,003,200)	(3,864,391)	(6,480,701)
Change in value of Class A common stock subject to possible redemption			1,428,850			(2,003,200)	(3,864,400)	(6,480,710)
As Previously Reported [Member]
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of cash flows [Line Items]
Net income (loss)	$ (201,191)	$ (282,059)	38,859	$ 2,043	$ 2,043	(243,200)	(444,391)	(590,701)
Change in value of Class A common stock subject to possible redemption			$ 38,850			$ (243,200)	$ (444,400)	$ (590,710)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)		7,936,156
Offering cost		$ 5,706,349
Federal depository insurance coverage	$ 250,000	250,000
Deferred tax asset	329,000	167,000
Valuation allowance	$ 329,000	167,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering cost		5,944,772
Other expenses		$ 238,423
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)	8,129,010	9,249,156	9,308,227
Common stock subject to possible redemption (in Shares)	9,000,000	9,000,000

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income					$ 383,150	$ 154,572
Income and Franchise Tax					(238,501)	(93,535)
Net Earnings					144,649	61,037
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted					10,000,000	10,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock					0.01	0.01
Numerator: Net (Loss) Income minus Redeemable Net Earnings
Net (Loss) Income	$ (3,569,534)	$ (3,432,059)	$ 1,928,537	$ (2,003,200)	(6,480,701)	596.380
Redeemable Net Earnings					(144,649)	(61,037)
Non-Redeemable Net Loss	(3,569,534)	(3,432,059)	1,928,537	(2,003,200)	(6,625,350)	(535,343)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted	$ 2,500,000	$ 2,500,000	$ 2,500,000	$ 2,500,000	$ 2,500,000	$ 2,500,000
Loss/Basic and Diluted Non-Redeemable Class B Common Stock (in Dollars per share)	$ (1.43)	$ (1.37)	$ 0.77	$ (0.80)	$ (2.65)	$ (0.26)

Initial Public Offering (Details) - $ / shares	6 Months Ended	12 Months Ended
Initial Public Offering (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares)	10,000,000	10,000,000
Unit price per share	$ 10.00	$ 10.00
Public Warrant [Member]
Initial Public Offering (Details) [Line Items]
Stock price	$ 11.50	$ 11.50

Private Placement (Details) - Private Placement Warrants [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Private Placement (Details) [Line Items]
Sale of warrants (in Shares)	4,000,000	4,000,000
Sale price per unit	$ 1.00	$ 1.00
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price (in Dollars)	$ 4,000,000	$ 4,000,000
Common stock price per share	$ 11.50	$ 11.50

Related Party Transactions (Details) - USD ($)		1 Months Ended			3 Months Ended		5 Months Ended	6 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 23, 2019	May 30, 2020	Jan. 06, 2020	Aug. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Aggregate loan amount	$ 300,000
Non-interest bearing maturity date	Mar. 31, 2020
Outstanding promissory note payable	$ 183,876
Business combination of working capital								$ 1,500,000		$ 1,500,000
Price per warrant (in Dollars per share)										$ 1.00
Incurred and paid under agreement					$ 0	$ 0		7,050	$ 7,050	$ 7,050
Incurred and paid fees							$ 44,364
Related Party Transaction, Amounts of Transaction					$ 11,091	$ 11,091		$ 22,182	$ 22,182
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture (in Shares)			375,000
Share conversion percentage								20.00%		20.00%
Founder shares issued and outstanding (in Shares)			2,500,000					2,500,000		2,500,000
Consulting agreement [Member]
Related Party Transactions (Details) [Line Items]
Related party consulting agreements fee		$ 600								$ 600
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Ownership interest, percentage					45.00%			45.00%		45.00%
Aggregate office space amount								$ 3,697		$ 3,697
Over-Allotment Option [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock subject to forfeiture (in Shares)										375,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)					$ 1.00			$ 1.00
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to sponsor (in Shares)								375,000
Class B Common Stock [Member] \| Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Issuance of common stock to sponsor (in Shares)				2,875,000
Aggregate consideration				$ 25,000

Commitments and Contingencies (Details) - USD ($)		6 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	May 05, 2021	Jun. 30, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Underwriters aggregate amount		$ 2,000,000	$ 2,000,000
Aggregate gross proceeds	$ 100,000,000.0
Aggregate of shares of common stock (in Shares)	10,000,000
Net tangible assets		5,000,001
Aggregate Cash Proceeds		$ 130,000,000.0
Business combination description		(i) the outstanding common and preferred stock of Jasper will be automatically canceled, extinguished and converted into a number of shares of the Company’s voting common stock, par value $0.0001 per share (the “Company New Voting Shares”) and, in certain circumstances, shares of the Company’s non-voting common stock, par value $0.0001 per share (the “Company New Non-Voting Shares” and together with the Company New Voting Shares, the “Company Shares”), based on an equity value of Jasper equal to $275.0 million (the “Jasper Equity Value”); (ii) each outstanding vested and unvested option to purchase shares of Jasper common stock will be canceled in exchange for a comparable option to purchase Company New Voting Shares, based on the Jasper Equity Value; and (iii) each unvested award of restricted shares of Jasper common stock will be converted into a comparable right to receive restricted Company Shares, based on the Jasper Equity Value, in each of the foregoing cases, as described in the Business Combination Agreement.
Sponsor [Member]
Commitments and Contingencies (Details) [Line Items]
Business combination description		the execution of the Business Combination Agreement, the Sponsor entered into a support agreement with the Company and Jasper (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Merger); (ii) vote against any Company Acquisition Proposal (as defined in the Business Combination Agreement) and certain other matters as set forth in the Sponsor Support Agreement; (iii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise); (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Proposed Business Combination; (v) place into escrow certain of its shares in the Company (the “Sponsor Earnout Shares”), to be released as follows (A) fifty percent (50%) of the Sponsor Earnout Shares, if, during the period from and after the closing of the Proposed Business Combination until the third anniversary of the closing of the Proposed Business Combination (the “Earnout Period”) within any thirty (30) day consecutive Trading Day Period (as defined in the Sponsor Support Agreement) the VWAP (as defined in the Sponsor Support Agreement) of Company Shares is greater than or equal to $15.00 and (B) fifty percent (50%) of the Sponsor Earnout Shares, if, during the Earnout Period, over any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period, the VWAP of the Company Shares is greater than or equal to $18.00; and (vi) forfeit all private placement warrants owned by the Sponsor immediately prior to the closing of the Proposed Business Combination, in each case subject to the terms and conditions of the Sponsor Support Agreement.
Common Class A [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate gross proceeds		$ 100,000,000.0
Aggregate of shares of common stock (in Shares)		10,000,000
Aggregate price (in Dollars per share)		$ 10.00
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount of per unit (in Dollars per share)		$ 0.20	$ 0.20
Underwriters aggregate amount		$ 2,000,000	$ 2,000,000
Deferred fee, per unit (in Dollars per share)		$ 0.35	$ 0.35
Deferred aggregate amount		$ 3,500,000	$ 3,500,000

Stockholders' Equity (Details) - $ / shares	6 Months Ended	12 Months Ended
Stockholders' Equity (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Stockholders' Equity (Details) [Line Items]
Preferred stock, share authorized	1,000,000	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, share authorized	100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	1,870,990	2,063,844	1,415,773
Common stock, shares outstanding	1,870,990	2,063,844	1,415,773
Class A common stock subject to possible redemption	8,129,010	7,936,156	8,584,227
Class B Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, share authorized	10,000,000	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	2,500,000	2,500,000	2,875,000
Common stock, shares outstanding	2,500,000	2,500,000	2,875,000
Converted stock percentage	20.00%	20.00%

Warrant Liabilities (Details) - $ / shares	6 Months Ended	12 Months Ended
Warrant Liabilities (Details) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Warrant Liabilities (Details) [Line Items]
Warrants and Rights Outstanding, Term	5 years	5 years
Warrant price per share		$ 0.01
Common stock exceeds per share		$ 18.00
Description of warrants for redemption	Once the warrants become exercisable, the Company may redeem the Public Warrants:• in whole and not in part;• at a price of $0.01 per warrant;• upon not less than 30 days’ prior written notice of redemption to each warrant holder; and• if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder.
Business Combination [Member]
Warrant Liabilities (Details) [Line Items]
Business combination, description		In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Business combination, description	In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Income Tax (Details) - USD ($)	5 Months Ended	12 Months Ended
Income Tax (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Change in valuation allowance	$ 12,389	$ 154,424

Income Tax (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax asset
Organizational costs/Startup expenses	$ 166,813	$ 12,389
Total deferred tax asset	166,813	12,389
Valuation allowance	(166,813)	(12,389)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedule of income tax provision - USD ($)	3 Months Ended		5 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Federal
Current			$ 16,225			$ 38,451
Deferred			(12,389)			(154,424)
State
Current
Deferred
Change in valuation allowance			12,389			154,424
Income tax provision		$ (1,195)	$ 16,225		$ 56,628	$ 38,451